Stay Awake, Wait For Me
by theglamourfades
Summary: "I am not nearly blitzed enough for this," he said, in a low tone that only increased the shivers sitting in wait upon her spine. "Good," she replied, curbing her responding smile. Midge is about to head out on her first tour, but before she leaves she has something to ask Lenny. Set between S2 and S3.


**A/N: I've been a Midge x Lenny shipper since S1 of TMMM, and then S3 happened and everything escalated. Episode 5 is just a little short of perfection *long sigh*.**

**I apologise if this is terrible, but I had to get it out there. I am nowhere near as whip-smart and funny as these two and as a Brit I've probably messed up on how Americans talk to each other. Then again, if we're suspending reality here, maybe it's not too bad.**

* * *

_Stay Awake, Wait For Me_

Susie was terrible at surprises.

There had been an inkling that something was in the works a couple of weeks ago, though the abrupt endings to phone calls were nothing new; there was just a different edge to how she spoke, whole sentences merging together and barely coherent at times. In person she was jumpy in a way that Midge had never seen, throwing glances in different directions at twenty second intervals (something which, after the initial hilarity of the absurd, was incredibly irritating), plus she sweated profusely. She thought about sneaking out of the diner to call a doctor, to be on the safe side, then Benjamin popped into her head, and the prospect of being confronted with his puppy-dog eyes and crestfallen expression was way too awful to contemplate, so she fiddled with the clasp of her purse instead and internally prayed for forgiveness whilst staring at her manager and dearest friend, truth be told, in the face.

_Sorry, Susie. I'm pretty sure you're not going to die, but just in case…I'll dedicate every performance to you, you'll be immortalized forever._

The first date of the opening leg of the tour drew closer, and in the middle of the night – when she was sitting up in bed, scribbling ideas in the pages of a clean notebook – it hit her like a lightning bolt. She exclaimed aloud, raised her joined hands to the ceiling and felt overcome with relief, as well as being touched that Susie would go to such lengths - even when she would be accompanying her so, really, there wasn't any need, and also because Susie hated parties with as much fervour as she enjoyed them.

As parties went, it was a thoroughly homely affair. To any casual visitor to the Gaslight the place looked as it would on any other night of the year, save from a few hastily-blown balloons hanging from the ceiling, along with a homemade 'Bon Voyage' banner.

Except that, at some point in proceedings, the 'B' and the 'N' had of the first word and the 'V', 'O' and 'A' of the second had fallen loose. She'd greeted the assembled crowd with the cry of 'Oy, ge!' on beginning her impromptu set, explaining that it was a long-forgotten Jewish expression, particularly famous in her family, and then spent a good five minutes expounding on the versatility of the phrase, especially when it came to matters of the bedroom.

The applause had been rip-roaring, despite the fact that she'd dredged up more than a couple of old jokes, and she'd thrown back the gin like there was a oncoming shortage in the immediate time of coming off stage, the hype of performing running in her veins like electricity. But the buzz wore off quicker than usual, and less than half-an-hour later here she was, frozen still in week-old heels that pinched at her toes and made her soles ache, contemplating the impending doom of the end of the world. At least, the world as she knew it.

Caught in a whirlwind and cursing herself for the comedown, she started to question whether she shouldn't just call if off completely. She had enough time to think up a passable excuse, even if Susie would call _bullshit_. She thought about Ethan and Esther and how they were really too young for their mama to leave them to jet across the country for several months, though Joel had promised he would take care of them (_let's be real_, his promises weren't exactly gold-plated and bulletproof). They would both resent her for this in years to come, she just knew it. Then there was her mother and father, the former of whom would no doubt wear nothing but black during the time she was away and then for years afterwards, mourning for the life that her daughter had voluntarily tossed in the trash to become a professional comedian. She didn't know what was worse; Mama's wailing and constant sobbing, or Papa's stony-faced silence, the disapproval coming from him without words and in tidal waves that were submerging. In some way or another she needed the space away from them, though she didn't exactly have a lot to fall back on.

And there was Benjamin. She really should see him and explain why, even if she wasn't going to be out of town any longer, they were never going to work out. Saying the words rather than writing them in a letter (which did make her feel really, genuinely awful, but she'd been too scared and more than a little stupid, feeling the weight of expectation) was going to be hell, especially when she knew he'd chip in with beautiful phrases of adoration, agonised over as much as her ones of rebuffal.

_You're all I could have hoped for_, _once_, she'd say, touching a hand to his cheek, more rehearsed than she would have liked to have been. _But you see, I don't need to be adored, as lovely as it is and you are._

_I need to be understood._

She was so far down the rabbit-hole that the voice that emerged from the music and the happily-drunk crowd seemed like an echo at first.

Then she smiled, feeling the paralysis break and her mind set itself at ease, though her insides had picked up the baton, jumping and fluttering like crazy.

"Don't forget about those of us in the gutter, when you're up brushing shoulders with the stars, will you?"

Lenny. Of course, it was Lenny. Wearing his uniform of black suit with a white shirt, and a black tie with little white crosses which was slightly askew underneath his collar. No trenchcoat, which was madness, given that the clouds had been threatening all day into evening.

"I'm sorry, your face is familiar, but I can't quite bring a name to mind," she teased, her heart that had grown heavy perking up before the words had left her lips.

His eyebrows raised in mock-consternation, expression perfectly deadpan.

"Well, you have so many ardent followers, that I suppose I can settle for being halfway memorable, at least."

His mouth curved into a pout, and the only suitable word that came to mind to describe his eyes was _smouldering_. Yep, he really knew how to smoulder, could win awards for it. All at once it was entirely too hot, she could feel her face glowing like a beacon.

She wanted to launch herself forward at him, as she had done once before, feel his hands pressing against her back as he caught her. Instead she settled for placing a hand at his elbow, the contact lasting all of five seconds. He tipped his head down, gaze cast directly at where her hand lay, and she swore her fingertips were burning.

"How long have you been here?" she asked, trying to swim back up to the surface, regain some of her control.

"Not long." His eyes were firmly back upon hers again. "I suspect that my invitation got lost in the post."

"Oh, it wasn't – Susie arranged it all, and she's not into RSVPs. First party I've ever had without them, and no dress code either. I'm not complaining, it's freeing really, although I wouldn't have minded a little advance notice, because this purse hardly goes with…"

A couple of fingers were held against his lips, attempting to hide the smirk that was stirring. Later than she really should have caught on she realised that she was rambling, and that he was kidding, of course. She was just too used to playing the hostess; having the roles reversed felt alien.

She broke into a laugh, hands placed upon hips while his eyes smiled at her.

"Did you see my set?"

He nodded, thumb pressed against his cheek and curled hand cupping his chin.

"What did you think?"

"We haven't seen each other for, what, months, and that's the first thing you ask? You've got your stage craft down but you really ought to work on the basic social etiquette."

"It's been weeks. Days, really," she retorted, hardly leaving space to breathe, "anyway, you know how self-obsessed we are. A need for validation is the dominant trait in our DNA."

"I love it when you talk scientific to me." He dug into the inside pocket of his suit jacket, retrieving a carton of cigarettes. "It's been a long time, and you're pushing all the right buttons."

She flushed a little at the insinuation, though she hoped he didn't notice too much, toying with the clasp of her necklace at the nape of her neck. Stupid move; she couldn't be more obvious if she tried.

It was true she was a little attention-hungry, but then again, this wasn't a business for shrinking violets. She was particularly keen for his approval, and at first, that made complete and utter sense to her. He was Lenny _fricking_ Bruce, the greatest comedian in the country. Scratch that, the world. His opinions were as priceless as much as they were considered controversial. Her admiration of him had gone past idol-worship to something else – something more meaningful – somewhere along the line that she couldn't quite pinpoint. Probably when she'd been on that date with Benjamin and they'd seen him, and she ended up with her head filled with Lenny rather than the man she was supposed to be entranced with.

Or maybe, if she was being really honest with herself, things had shifted before then.

Her thinking was not getting any clearer with the way he was staring at her, smoke from his lit cigarette sifting in streams at the side of his head.

"Come on, you're not going to keep me waiting all night, are you? Else I'm going to have to look elsewhere, and that's not a thrilling prospect for a girl."

A little harmless flirting was fine; no cause for alarm bells. She could hear her mother having palpitations from here, which added to the fun just a tiny bit.

Anyway, it was all good practice, and he knew it as much as she did. Not that he needed practice, but he was always happy to play along with her.

"That would be very rude, if not entirely out of the ordinary." He took a drag from the cigarette, eyes still pinned upon her as she hung on his forthcoming words. "It was great. Some might even say _outstanding_."

She had been a little deflated by his initial rating, even though it wasn't bad and probably better than she deserved given that she'd recycled half of what she'd said, dressing it up a little here and there to disguise any recognition.

Yet the latter was certainly above and beyond.

"Might you be amongst these _some_, Mr Bruce?"

He winced a little at her term of address, as jesting as it was. "Did I step into a court on the pretence that it was a club? I do feel kind of under interrogation here."

She smiled fondly. "One of these days I'll get it out of you."

He held both of his hands up. "And I'll surrender without the least bit of resistance. But until then, I have a reputation to uphold."

"Of course. Well, I'm happy you liked it, all the same."

She followed his movements as he reached towards the bar, stubbing the cigarette out in a tray, both comforted and fascinated by the way he held himself, standing out and appearing so effortless all at once.

She found herself following him too, drawn to his presence, oblivious to everything else in the vicinity.

"I never thanked you properly," he said, leaning his frame against the bar and a little closer towards her, "for coming along and making sure that I looked presentable."

On instinct she reached her hand up to adjust his tie, smoothing it against his shirt a little. Her eyes caught his as she pulled away, and she smiled at his sincerity, reading the switch in atmosphere between them.

"You're welcome, but you didn't need it. You were amazing."

He waved his hand. "Ah, it was okay. My agent thanked me for it, so it got the job done."

He was always so modest; it was something that she could learn from.

"But really, I couldn't have done it without you. Once that red light came on, I would have cut and run, so you saved things for me."

She beamed a smile, bowing her head a little. "Well, it was my pleasure."

"So, what can I do to express my eternal gratitude?"

She didn't need to think for even a few seconds before giving her answer.

"You could get me out of here."

He straightened up, frowning slightly. "You want to leave a party that is being held specifically in your honour?"

Hearing it said aloud it did seem pretty ridiculous, but given how she had started feeling before he turned up – as miraculously as ever, like some guardian angel (although he definitely would have scoffed at that suggestion) – it made nothing but complete sense. She really didn't want to sink back into that spiral of self-doubt and more than a little self-hatred, with the only solution being alcohol by the gallon. Susie would forgive her – hell, she hadn't seen her since just after her set had finished, then she'd dashed away to answer the phone – and it had already been established tonight that she could do with toning down the ego.

"Okay then," he answered, without needing further explanation. He held out a hand to allow her to hop off the stool that she had been perched on for less than a couple of minutes, an excited smile curving her lips. "Your wish is my command. Anywhere you want to go?"

_Your place_ popped up in her head, but she stopped herself from actually saying it.

"Surprise me," she replied instead, employing her best impression of a coquette.

He covered his mouth again, allowing her only to read the look in his eyes for a few tantalising seconds.

"That I can do."

* * *

The bar was one they'd ended up in a couple of times previous, quite specifically meeting with Midge's approval (she remembered commenting on how gorgeous the décor was, particularly the shine of the gold-plated surfaces that were everywhere; she admired them from both a household perspective and because they allowed her to check her lipstick anytime she needed.).

(Lenny gave a shake of his head, but seemed pretty amused.)

It was very swish, very stylish; Upper West Side to a tee, but with something extra, a certain kind of edge. An aftertaste that wasn't entirely palatable but strangely pleasant all the same. They joked that it was likely to do what the bartender did – or perhaps, didn't – wash his hands with.

They joked a lot, volleying back and forth in the way that had become as commonplace as breathing. It was a place to celebrate rather than commiserate, and she needed to test out her new material. Lenny sat patiently, glass in hand as she reeled off line after line. Weirdly, she never felt self-conscious when it was just the two of them, as opposed to when she had known (or otherwise _not_, as the case had been tonight) he was in the crowd. Maybe it was the lack of distance, the atmosphere and comfort of a gin martini being close by if she messed up entirely. Practice runs at comedy were satisfying in the same way that those at life were entirely not.

She didn't keep score anymore – really, she didn't, it's not like she wanted to pin the track record of how many times she had caused Lenny Bruce to actually crack up with peals of helpless laughter on the refrigerator, next to Ethan's scribbled drawings which she was only able to decipher accurately about 30-40% of the time (she didn't like to ponder it too much, but she couldn't help thinking that Rorschach would have a field day with that kid).

Yet every time he did, it gave her a physical glow, spilling out to illuminate her skin from where it started in the pit of her stomach. She sat up straighter on instinct, shoulders and chest set back with a frankly stupid amount of pride and feet swinging against the air the three times she had managed it this night. She watched him with a lingering, triumphant smile as he wiped the tears from his eyes with a balled-up fist, thinking that he had really pretty eyes, although she wasn't completely sure that they were prettier than his lips.

It was just as well that his talents didn't extend to reading minds, because she knew that he would recoil at merely being thought of as _pretty._

He offered her a cigarette as a prize for doing so well, and she took the opportunity to revel in them being close enough to brush cheeks while he lit it for her. The first few drags made her dizzier than they ought to have done.

"As much as I would love for this night to be unreservedly about yours truly, I feel the urge to broaden my horizons." Her eyes were fast upon him as she exhaled relaxedly, observing how he appeared to lean forward a little to catch the smoke that came from her mouth.

"Hmmm. What's that like?"

"Deeply unsettling," she replied, fighting back the beginnings of a smile, the success in doing so lasting not as long as five seconds. "What's going on with you? There must be tons that you're hiding from me, so as not to make me insanely jealous, which I do appreciate."

"My mother did teach me to put others first, as well as to always go to the bathroom at least twenty minutes before going on stage." He shifted a fraction on his stool, avoiding her gaze. "Let's see, you know about the alimony, the drinking…"

He caught her eyes again, swirling the short glass in his hand as he did so.

"Oh, I did have a really great sandwich two weeks ago. The right kind of mustard really does make all the difference."

She leaned back, unimpressed for maybe the first time at his attempts at diversion.

"Quit bluffing. I know you must have been flooded with offers after the show. I promise I'll be happy for you, and save the crying until I get home. Cross my heart."

She made the appropriate criss-cross action against the crimson silk of her dress.

"There are a few things," he finally relented, "nothing special or out of the ordinary."

He held out his left hand out to reinforce the gesture of detachment. Though he might have been going for cool and disinterested, there was a sadness in his eyes that she read, which made her forlorn along with furious on his behalf that people were still too concerned, too afraid of the truth and what trouble it would get them into – which was nothing compared to what he would be up against.

After a while spent floundering she kept her mouth open long enough to speak, even though she wasn't that successful. "That's…"

"The way it goes," he finished, in contrast to what she had been planning. To his credit, he had shifted to acceptance, while she simmered silently with rage. "I was grateful for the opportunity, but it came years too late. I know what I am and that it comes with one nearly burned-out bulb swinging from the ceiling rather than several rows of bright lights."

She smiled sadly, knowing that the opposite should have been true, in a better, more cosmopolitan and comprehending world.

"A nationwide tour to all kinds of glamorous places is what you're made for," he went on, gracing her with a smile that showed how genuinely happy he was for her. "I'd consider myself lucky if I could get out of the state for an hour. There's a thought," he jabbed a finger against the air, "an exhaustive tour of all the finest county jails of this great nation. Now that I could fulfil, without question."

"You'd have a captive audience," she quipped, grimacing immediately, "wow, I have to write a _lot_ more to come up with something better than that."

"It's not that bad."

"High praise, indeed." She smiled, watching carefully as he leant both arms against the bar, contemplating the dwindling contents of his glass. "You're not going to give it up, are you? I gotta have someone to travel the road with, figuratively speaking."

Relieved was not the word when he shook his head to supply her with the answer that she wanted. He'd spoken about being tired, wondering whether it was all worth it. Deep down she knew that even if he meant it – and it was rare, if unheard of, that Lenny said something other than what he meant – there was something, whether it was a spiritual or physical drive, which wouldn't allow him to stop.

"I've come this far," he said, swivelling back to face her, "it'd be crazier to ditch it now, on balance. Though, I admit, it is a fine line. Anyway, the options aren't exactly extensive."

"You wear the hell out of a suit. That makes you very versatile, believe me."

He was listening intently, fingers dancing at his lips in a habit that was becoming a growing distraction to her.

"Anyway, I want to be there when you play Carnegie Hall," she said, turning up the brightness in her voice to a level just below blinding, "and you'd better tell me before all the seats get filled. No keeping all of the cards close to your chest."

"You'd be the first to know, you have my word. After my mother."

"Of course."

"And her rabbi, so that he could pray for my soul."

"Goes without saying," she said, raising her hands in a manner that matched his own gestures, like she was doing a not especially well-thought out impression.

He afforded her a relaxed smile, lips curving as if to thank her.

"You'll be selling out places ten times the size across the world before then," he said, sounding very serious as he leaned in towards her again, "have your own regular spot on TV too. The Marvelous Mrs Maisel, a household name everywhere."

She bowed her head against the heat of his gaze, not pretending to be humble. If it was Susie, or anyone else, saying it she would have clapped her hands, told them _damn straight._ It wasn't about playing coy, or thinking she was any less deserving, but there was a vulnerability in her that he seemed to get to the heart of without even trying, and that – which was the really weird thing – she didn't mind him being aware of.

She considered that for a couple of minutes longer, as well as how utterly crazy those prospects would be (if it wasn't already in their future, Ethan and Esther would most definitely require years of therapy after that), unable to properly comprehend both things.

"You know that most people think I got where I am by us sleeping together, right?"

The look that covered his face, containing only the slightest hint of surprise and predominately a mix of delight and acceptance (with a touch of anxiety, too – just the right amount for it to be very endearing), told her that he did.

"I may have heard some things."

A sense of satisfaction went through her, crossing her legs on the perch of the stool. Her feminist ideals were still mad about the insinuation, but she had to admit to also feeling quite pleased with herself, given that it was Lenny.

"And for me to get this tour, with Shy Baldwin, no less…we've had to have been screwing pretty much non-stop for at least a week straight."

"That explains why my back has been hurting so much lately."

She smiled with all the qualities of a seductress, a little disbelieving of what she was going to reveal next.

_Oh, he wouldn't mind. _

The way he was staring at her while he took the last puff on his cigarette only served to compel her all the more.

"You've heard things, and I might have…_said_ some things."

This caught his interest, as she expected it would, but not perhaps as much as she initially thought. Maybe he already knew, and he hadn't elected to tell her.

"I mean, not _every_ time I got asked and only to women." She watched as his eyebrows lifted slightly in response, giving her a little bit more, his hand back at his chin. "It was all really good for you, I swear."

_It was pretty good for me too_, she thought as she considered the dreams that had found their way into her head, perfectly understandably, after the tipsy 'confessions' she'd made to acquaintances of associates. It had been pretty hard to resist taking the bait, especially when one particularly prying woman with white-blonde pin curls crowed about whether his mouth was just as dirty doing other things as it was in his act.

The answer, rather obviously, was _more than you can ever imagine._

She got a little flustered thinking about it now, the way she'd had to rush to the bathroom to get herself in a more acceptable state the following morning.

"I could have done with telling a few guys too, make them aim that bit higher to stand a chance of competing."

A beautiful smirk graced his face, one which suited him thoroughly and entirely.

"Thank you," he uttered, eyes meeting hers right in the middle, "I'm incredibly flattered."

"I'm kinda surprised that there hasn't been a stampede of single women hammering the door of your apartment down."

She felt deflated as soon as she said the sentence, as if someone had pricked at her skin the slightest amount and let everything out of her. The thought of him being with a woman did not make her feel great. It was probably too soon after his divorce, but there were rumours, and though there was nothing to tell her that they were true, inevitably something would happen, sooner or later.

She'd put on a brave face when the time came, exclaim how thrilled she was for him. He deserved to be happy. She could be discreet about emptying the nearest liquor store of their monthly supply; Susie could help her under the pretence of something, Joel being an asshole or her mother giving her another lecture on how she was not only ruining her own life, but everyone else's within a three-mile vicinity.

"I can report that my door is very much intact."

She drank the rest of her martini too fast, eager to get to her next question.

"And have you ever said anything to anyone about me?"

The lights had dimmed in the bar but she caught a flicker in his eyes, getting her hopes high.

"No."

Her mother always told her that she needed to do a better job of hiding her emotions on her face, she'd spent time practicing in the mirror but to little avail.

"Not even once? To a guy who passed out and couldn't be roused by an earthquake?"

He didn't repeat the negative – which was just as well, she didn't think her heart could take the bruising – but instead tipped his chin down to answer with an equivalent gesture.

"Well, I guess I'm honoured. And also a little offended."

He smiled a little.

She had also been told to leave things alone, many and countless times. But the stick was firm in her grasp and she couldn't put it down just yet.

"You've at least thought about it, right?"

She refused to believe that Lenny, who spoke about sex and the absurdity of society's hypocrisy about it in several of his acts, could be so coy about it in private company. To another comedian, who used the subject liberally in her own performances.

Maybe she'd made it sound really unappealing. He'd been entirely put off the notion of sex with her given how she'd been so frank about the less elegant aspects of it.

Or, just perhaps, he hadn't found the notion an attractive prospect in the first place.

He was looking at her, hadn't broke gaze since she'd asked that particular question, and she felt like she was going to shatter into tiny pieces if he left it much longer.

_Come on, you don't need me to say it, do you?_

She looked back, toying with the stem of the empty glass.

Oh, I'm not going to let you get away this time, mister.

She'd nearly stopped breathing before he finally answered.

"Yes. Of course."

He hadn't needed to add the extra two words, but she was incredibly glad that he had deemed it appropriate to do so.

A jazz band had assembled at the far side of the room, several rows of tables filling the space between the stage and the bar. She turned in her seat to face it, watching for a while and letting the music drift like a pleasant breeze towards her. Every thirty seconds or so she glanced to her left side, finding that he was similarly absorbed.

On a different night she would have asked him if he wanted to dance, if that was a thing he would contemplate doing. With her, perhaps it was.

Two whole songs had played before she found the space in her head and the appropriate amount of breath in her lungs to speak again.

"We're not going to see each other again for a while. Unless you've been learning to play piano for the last three months and I turn up to find that you got the spot in Shy Baldwin's band."

He held up a palm towards her. "My secret is out."

"So, I don't think what I'm going to say is going to make things awkward. And if it does, well, then…"

"Worse things happen at sea."

She smiled at his response. They weren't teenagers tiptoeing around one another. Okay, they were self-conscious, but that was easily dealt with.

He plucked at the edge of the carton but didn't actually get another cigarette out.

"Come on. The suspense is killing me."

She doubted that very much, seeing as he was the master of employing it.

She looked down for a second, then decided the best thing to do was to go all out. No hesitations.

"I want to know what you'd do to me."

The band began to play louder, she'd chosen the opportune moment of distraction. She wanted very much to prise away the hand that covered his mouth, hiding half of his expression. His eyes were alert though, and he didn't say anything to dismiss her.

He didn't say anything, so she expanded.

"Call it my leaving present." It had been on her mind for far longer, but he didn't need to know that. He could probably easily tell. "Something to think about on those long and lonely nights away from home."

His fingers slipped away almost in slow motion.

"I thought you had the dreamy doctor for that."

There was a slight jolt, a shock of cold water as Benjamin crossed her mind, but it wasn't enough to douse the fantasy that was already flickering large to life in her head.

"That didn't…it's for the best that it didn't get off the ground."

His gaze softened towards her as he tilted his head. She didn't want him looking like that, and at the same time wanted to wrap herself up in it for a long time, if not forever.

"I'm sorry to hear that." His sincerity was evident.

"Thank you."

Seconds melted into what felt like minutes as they continued to look at one another, letting the charge of atmosphere she had not solely brought into being with her proposition fizzle between them. She could feel the crackle dance against her arms, moving one hand to the nape of her neck and absolutely not pretending that it was Lenny's instead.

He exhaled a long breath, which alone had a ridiculous effect on her.

"I am not nearly blitzed enough for this," he said, in a low tone that only increased the shivers sitting in wait upon her spine.

"Good," she replied, curbing her responding smile. Being sultry and seductive was more of a challenge once you'd had two kids and she hoped she was doing well enough. "I don't want you to lose focus."

He lowered his head, looking impressed.

"All the same, I'm going to require a little aid, for courage."

"Okay," she relented, uncrossing her legs just to swap them over in the next second, "but just the one."

He called over the bartender and ordered a whiskey double. He gave her a look but she shook her head, being serious in not wanting alcohol to haze her recall. Both of his hands were placed on the bar as the bartender went off, safely out of earshot.

"I'm hoping you won't regret that."

He was referring to the drink, she was fairly certain.

She shook her head. "Not in the slightest."

"Okay." She could feel the breath he took in her chest. He'd balanced a cigarette on the ridge of the tray but hadn't lit it. "Do you mind if I set the scene?"

So far she was very pleasantly surprised.

"Please do."

"We've been out half of the night. Inside, mostly, though it was fine outside. Dinner, drinks, other things. Nothing that would get us into trouble, for once."

She laughed.

"Time is going by but we don't notice it, at least not until it makes itself known. It's an hour or so before closing time, and you touch my hand with your thumb and tip your head up just a little, and I know that you want to go. So I slip your coat over your shoulders, leave a little too much money on the table, and we go."

She's balanced on the edge of her stool, leaning one elbow on the bar and propping her chin on her hand, already holding her breath just a little.

"Thankfully, the hotel is just across the street – "

"Hotel?" she asks, only a little bit thrown.

"It's a special occasion," he answers, as though it was a plain fact, "really fancy place. I mean, I'm completely out of my depth, but it's tailor-made for you, and the guy at the door lets me pass as I'm with you. Just for the night, though."

She nods her head just perceptibly, getting caught up in the narrative he's weaving.

"We get into the elevator, it's one of those ones that is entirely made out of glass."

"Oh wow, it is a fancy place."

He nods his head now. "The light hits in a certain way, and you look like something else. Incredible. Everything around you is iridescent, and I don't know whether it's the light, really. I could look at you all night, you're completely ethereal."

He stops for a moment, and quite honestly, she doesn't know how she's going to survive. He's not even at the serious business yet and she's already on the verge of melting.

"We get into the room, and you wander around. I just watch you, making yourself at home. You bend to take off your heels, which kind of surprises me, but I'm happy that you're relaxed. It's probably the drinks. We're mellow, but not buzzed."

"Whiskey double."

The sudden interruption of the bartender and the slam of the glass against the bar startles her enough that she jumps, and she watches Lenny and his reaction, heart slamming rhythmically against her chest.

"Damn room service," she says when she's composed enough to speak.

"They give up after a minute," he smiles, waiting for the bartender to take off again before picking back up. "You sit down on the bed, smooth out the covers with your hand. I watch you for a little longer, just kind of amazed, before I come over and sit next to you. You don't look any different from the start of the night, except your hair is a little…" he mimes the gesture with one hand instead of saying a word, and then presses the same hand firmly against his cheek and the side of his face, "...from the wind. I take my hand and, very carefully, very cautiously, place a stray piece back into its place, behind your ear. I catch your cheek as I pull away, and you lower your head. And then I lean in, and kiss the top of your head, ever so gently."

"You do?" She hears herself exhaling the words.

"Yes. And then I look down and see that you've closed your eyes, so I kiss your eyelids, and they flutter underneath my lips. Just a little."

"A little."

The thought of this is so unexpected, so unlike him. Or perhaps it isn't at all. Either way it makes a slow smile stretch across her lips.

"I place my hand upon your cheek, my thumb tracing just by your ear. And then slowly, very slowly, I just graze your lips with mine. But because you're married, I didn't dare kiss them."

"No?" she replied, genuinely awestruck.

He smiled. "No. Instead, I put my lips on your neck and I kiss you there. I work my way down slowly and I kiss every inch of it. I feel your pulse beneath my lips, and it makes me linger in that little spot for a while. My hands trace over your shoulders, and then I kiss you there while I undo the buttons at the back of your dress. I make it through most of them, but you have to help me with the ones right at the bottom. I use my tongue on your collarbone, and while my hands work with your lace and your skin I put my nose against you and smell you. I really inhale you."

"What do I smell like?"

"Like you," he said, "like flowers and silk, and gin and smoke, and sweetness and arousal." His voice lowers on the last of those words, sending a pulse searing between her legs. "I kiss your breasts, and cup my hands to them, and lick your nipples. I spend about an hour doing that, and I wonder if I could make you come from that alone."

_Oh, God. _

"I think you like it enough, from the way you arch upwards against my mouth."

"Could you bite?" She's not shocked by her question, a fantasy that she's never been able to fulfil as yet. "Just a little bit."

His lips curve further upwards. "If you want me to, then of course."

Warmth was swirling in her stomach, spreading out to her limbs. This was going to be the death of her, she was becoming increasingly sure, but it was kind of worth sacrificing her big shot for.

"I bring my mouth and my hands lower, prising your legs apart. I dip my fingers, just to check that you're ready, and I slip a couple inside you for a moment while I kiss your stomach. Then I put my tongue on you, and I feel you shiver as I lick you, and my fingers knead against your hips. I taste you and I can't get enough of you, of how sweet and wet and beautiful you are, and I think of all the dreams I've had about doing exactly this and how they feel pale in comparison to this technicolour. I slip my fingers inside you again, and hold your hand with my other hand and I love how you cling on and fall apart beneath my tongue. It makes me feel like I'm flying."

"Lenny."

His name on her lips is a whisper, a plea. She presses her knees tighter together, in some vain attempt to quell the throbbing.

"And I'd wait, playing with you before I entered you, and there would be no words for the sensation, no accurate words that have been invented. I'd look into your eyes, watch the way your nose crinkled and your mouth opened as I rocked into you. I'd want to think of the way you looked forever. The way you sounded. The way you felt around me. I'd engulf myself in it all. I'd talk to you, and kiss your eyes and cheeks, and tell you things that I couldn't before. I'd touch you where you wanted, and watch you, and feel you come. And there would be nothing more beautiful than the sound of you and the way you shudder and tremble against my fingers. We'd disappear beneath the covers, into our own space where the rest of the world faded away, and you would come and come, over and again, and we would be on a whole new plane of existence where there was nothing else except the two of us and the pure bliss that we felt."

Her heart was hammering so hard that she was aware of it in every part of her body, was certain that it was going to escape from her throat at any second. Every nerve she possessed felt like it had been set alight.

She wondered whether it was possible to have an orgasm without being even close to being touched. Her head was spinning, her lips were tingling and, _wow_, she really needed to know every single thing that he'd said in exact and unabridged detail.

Her hand swiped up the untouched glass of whiskey and she gulped back two-thirds of it, leaving hardly anything left for him to finish.

She heard him chuckle, both hands at his face.

"I went a little overboard at the end, I know."

"You," she began, feeling her legs quaking beneath her, "are full of surprises."

He smirked at her, which was both infuriating and pretty much close to perfect.

"I can get the dirty version put onto record, give you something to take with you."

"As much as I'd like to say yes, I think the mere existence would get me arrested."

That was very tempting, really, as it meant that she would actually have a chance at the whole scenario playing out for real.

"Well, it is my trademark."

"May I…?" She gestured to the glass that lay on the bar between them.

"Be my guest."

It didn't do anything to calm her down, and at this point any number of martinis would be utterly redundant. Anyway, she really wanted to avoid the gaze of the bartender, who was hovering again.

They watched the band play their last number, and looked at each other every so often throughout, secret smiles on their faces. She wondered whether she'd done the right thing, stepped over the invisible line that they'd been constantly testing but never to such a degree before. It seemed okay, he hadn't walked out on her. The silence something that felt comfortable. Nice, even.

It didn't matter so much, seeing as none of it was ever going to happen. She was fairly certain of that. If she had to put a number on it, she'd say 98.9 per cent.

That was as good as guaranteed.

"I ought to…"

"Sure," he said, the smile he wore easy, not betraying the least bit of embarrassment.

"It'd be awful if my kids already forgot who I was."

"Kids are smarter than the world gives them credit for. And if they're anything like you, then…it goes without saying."

"You're saying all the right things tonight."

"Makes a change."

He followed her to the entrance; she had to resist looking over her shoulder too often, clasping both hands to her purse. Outside, the rain poured, and they hovered for a while at the threshold, glancing at it and one another. Lenny said he'd get her a cab (such a gentleman) but she insisted that she wanted to walk, and in doing so he had no other option but to walk with her. She smiled as she put her umbrella to good use, handing it over to him as the one with the advantage of height. He held it with one hand and had a cigarette in the other, though she helped him with the light, and they passed it between them on the way back to the apartment that would soon no longer belong to her parents, though she couldn't bear to think about it.

She focused instead on the sound of the rain against the umbrella and the pavement, the streetlights that made the sky above shimmer. The cut of Lenny's suit and how good his hair looked. The drift of smoke that he exhaled from lips that held so much promise, professional and…otherwise.

No, it wasn't wise to think about that, but she couldn't help herself.

"Thank you for a wonderful after-party," she said, looking up at him as they came to a stop on the pavement outside.

He shrugged a little, an affectionate gesture. "My advantage lies in the company I keep. You'll be needing this."

She put her hand out to stop him handing the umbrella back. "Take it. I have a few others somewhere."

He gave her a small smile that said _of course, what don't you have?_ before doing a little bow towards her, which made her laugh.

"See you in about five years?" he called out to her in the short distance between them.

She shook her head, sheltering from the rain under the doorway, a little self-conscious of the fact she'd have to raise her voice to make herself heard.

"As soon as the judge rules, I'm going to call you. So you'd better be at home."

"I'll barricade myself indoors."

She couldn't stop herself from grinning at the thought, the brush of the wind against her face giving her all kinds of ideas about what it would be like when he could actually kiss her (she didn't think he'd be so traditional, but it made her heart flutter). He gave her another few moments before turning his back towards the street that was covered by sheet rain. She felt her mood take an immediate nose-dive.

"You can tell me," she heard herself calling, as though she was listening to someone else.

He turned slowly, his gaze towards her just as penetrating from the distance as it was at close range.

"The things you think you can't," she iterated, not particularly caring if her mother or father or the whole block heard her. There was nobody else on the street apart from him, and that was all that mattered to her. "You can tell me."

_I want to know. Everything, _she thought.

She watched him hold her gaze for a minute before lowering his head, finding the pavement entirely fascinating.

"I need to get braver first," he replied after some moments where they were both held in suspension.

The words were like a shot splintering her chest, splitting it open just a little. There wasn't anyone as brave in existence, as far as she was concerned.

Still, she smiled, recognising exactly what he meant.

He waved the hand that was now sans cigarette towards her, turning it into a salute.

"To the marvelous Midge," he all but yelled, "show them what the Upper West Side is made of."

"Oh, you can rely on it," she returned, brushing her fingertips against her mouth.

As it happened, she thought of Lenny over a whole lot of nights. Often with admiration, more than occasionally with worry. That night she thought of him as she undressed, got beneath her covers and brought herself to a fevered and desperately hushed climax with a hand between her legs, the image he had conjured for her as vivid as a picture-show in her head.

It took her a little while to realise it completely, all the way to Miami and a quirky little club with a crowded dancefloor, heat and the lights low and his hand on her back and hers held against his neck.

(That night turned out to be even better than any dream.)

It turned out that she wasn't all that great with surprises, either.

* * *

**A/N: I recently watched _Take This Waltz_ and just had to adapt *that* scene to Midge and Lenny. **


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